BIOANALYTICAL SYSTEMS, INC. (NASDAQ:BASI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On June 23, 2017, Bioanalytical Systems, Inc. (the Company)
entered into a Credit Agreement (the Credit Agreement) with First
Internet Bank of Indiana (the Lender). The Credit Agreement
provides the Company with (i) a term loan (the Term Loan) in the
amount of $4,500,000, which was used to satisfy the Companys
outstanding indebtedness with The Huntington Bank, and (ii) a
revolving line of credit of up to $2,000,000 (the Facility),
which the Company may borrow from time to time, subject to the
terms of the Credit Agreement. The Term Loan and the Facility
mature June 23, 2022 and June 23, 2019, respectively.
Amounts outstanding under the Term Loan bear interest at a fixed
per annum rate of 3.99%, while interest accrues on the principal
balance of the Facility at a floating per annum rate equal to the
Prime Rate (generally defined as the highest rate identified as
the Prime Rate in The Wall Street Journal Money Rates column on
the date the interest rate is to be determined, or if that date
is not a publication date, on the publication date immediately
preceding) less Twenty-five (25) Basis Points (0.25%). The Term
Loan requires monthly principal payments of $25,000 plus
interest. The Company must also pay accrued and unpaid interest
on the outstanding balance under the Facility on a monthly basis.
The Companys obligations under the Credit Agreement are
guaranteed by BAS Evansville, Inc., the Companys wholly owned
subsidiary (BASEV). The Companys obligations under the Credit
Agreement and BASEVs obligations under the Guaranty are secured
by first priority security interests in substantially all of the
assets of the Company and BASEV, respectively, as well as
mortgages on the Companys and BASEVs facilities in West
Lafayette, Indiana and Evansville, Indiana, respectively.
The Credit Agreement contains various restrictive covenants,
including restrictions on the Companys ability to dispose of
assets, make acquisitions or investments, incur debt or liens,
make distributions to shareholders or repurchase outstanding
stock, enter into related party transactions and make capital
expenditures, other than upon satisfaction of the conditions set
forth in the Credit Agreement. The Company is also required to
comply with certain financial and non-financial covenants,
including a minimum debt service coverage ratio and a debt to
equity ratio. Upon an event of default, which includes certain
customary events such as, among other things, a failure to make
required payments when due, a failure to comply with covenants,
certain bankruptcy and insolvency events, and defaults under
other material indebtedness, the Lender may cease advancing
funds, increase the interest rate on outstanding balances,
accelerate amounts outstanding, terminate the agreement and
foreclose on all collateral.
The foregoing general description of the Credit Agreement is
qualified in its entirety by reference to the full text of the
Credit Agreement, a copy of which will be filed with the Companys
Form 10-Q for the period ending June 30, 2017.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information provided in response to Item 1.01 of this Report
is incorporated by reference in response to this Item.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits: |
99.1 | Press Release dated June 27, 2017. |
BIOANALYTICAL SYSTEMS INC ExhibitEX-99.1 2 v469701_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR MORE INFORMATION: Company Contact: Jill Blumhoff Chief Financial Officer & Vice President of Finance Phone: 765.497.8381 [email protected] BASi Completes Refinancing of Senior Secured Credit Facilities WEST LAFAYETTE,…To view the full exhibit click here
About BIOANALYTICAL SYSTEMS, INC. (NASDAQ:BASI)
Bioanalytical Systems, Inc. (BASi) is a contract research organization (CRO) providing drug discovery and development services and analytical instruments. The Company operates through two segments: contract research services and research products. Its contract research services segment provides research and development support on a contract basis directly to pharmaceutical companies. Its research products segment provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions. Its Culex family of robotic automated dose delivery, blood and other biofluids sampling and physiological parameters measurement systems enable researchers to determine pharmacokinetic/pharmacodynamic (PK/PD) profiles of drugs in large and small animal models. The Company’s bioanalytical services group supports research, preclinical and clinical programs.